**SCHEDULE 8A** 

  

 **PART 2** 

  

 **FORM LEGAL OPINION OF LESSEE’S COUNSEL** 

  

 [Lessor 

 c/o GE Capital Aviation Services, Inc. 

 201 High Ridge Road 

 Stamford, Connecticut 06927 

  

 Attn: General Counsel] 

 [Date] 

  

 Ladies and Gentlemen: 

  

 We have acted as special counsel to AirTran Airways, Inc.
(*“AirTran”*), a Delaware corporation, in connection with the Aircraft Lease Agreement, dated as of August 15, 2003 (the “Agreement”), by and between AFS Investments [    ] LLC (the “Lessor”)
and AirTran in respect of one Boeing model 737-700 aircraft with manufacturer’s serial number              together with the two (2) installed CFM International model CFM56-7B20
engines (the “Aircraft”). As used herein the term “Agreement” means and includes the Aircraft Lease Agreement that incorporates the Common Terms Agreement (as defined therein). This opinion letter also is being delivered in
connection with Guarantee (the “Guarantee”), dated as of August 15, 2003, issued by AirTran Holdings, Inc. (“Holdings”). Terms defined in the Agreement and not in this opinion letter are used with the same meanings as in the
Agreement. 

  

 This opinion letter is being delivered to you under
Section 1(a) of Schedule 3 of the Common Terms Agreement. 

  

 We
have relied on the factual representations made in the Agreement and the Guarantee and made no independent investigation. 

  

 Based on the foregoing and subject to the further qualifications set forth below, it is our opinion that: